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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (date of earliest event reported) June 17, 2026
Ziff Davis, Inc.
(Exact name of registrant as specified in its charter)
| | | | | | | | | | | | | | | | | |
Delaware | | 0-25965 | | 47-1053457 |
(State or other jurisdiction of incorporation or organization) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
360 Park Ave S., 17th Floor
New York, New York 10010
(Address of principal executive offices)
(212) 503-3500
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.01 par value | ZD | Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Explanatory Note
On June 17, 2026, Ziff Davis, Inc., a Delaware corporation (the “Company”) filed a Current Report on Form 8-K (the "Original Form 8-K"), reporting, among other items, that on June 17, 2026, the Company consummated the previously announced sale of its Connectivity division pursuant to the Securities Purchase Agreement, dated as of March 2, 2026.
This Amendment No. 1 to Current Report on Form 8-K amends and supplements the Original Form 8-K to provide the unaudited pro forma condensed consolidated financial information required by Item 9.01(b) of Current Report on Form 8-K. Such financial information was excluded from the Original Form 8-K in reliance on the instructions to such items.
Item 9.01 Financial Statements and Exhibits.
(b) Pro Forma Financial Information.
The following unaudited pro forma condensed consolidated financial information of the Company is filed as Exhibit 99.1 and is incorporated herein by reference:
•Unaudited Pro Forma Condensed Consolidated Balance Sheet as of March 31, 2026.
•Unaudited Pro Forma Condensed Consolidated Statements of Operations for the three months ended March 31, 2026 and the years ended December 31, 2025, 2024 and 2023.
•Notes to the Unaudited Pro Forma Condensed Consolidated Financial Information.
(d) Exhibits
| | | | | | | | | | | | | | |
| Exhibit Number | | Description | | |
99.1 | | Unaudited Pro Forma Condensed Consolidated Financial Information. | | |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). | | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | | | | | | | |
| | Ziff Davis, Inc. (Registrant) |
| | | |
| Date: | June 22, 2026 | By: | /s/ Jeremy Rossen |
| | | Jeremy Rossen
Executive Vice President, General Counsel and Secretary |
EXHIBIT 99.1
ZIFF DAVIS, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
As previously announced, on March 2, 2026, Ziff Davis, Inc. (“Ziff Davis” or the “Company”) entered into a definitive agreement (the “Purchase Agreement”) to sell its Connectivity division, comprised of several data and services businesses that sit at the center of the broadband economy and are sources of information on internet connectivity and network performance (“Connectivity”) to Accenture Inc. for an aggregate purchase price of $1.2 billion in cash, subject to certain customary adjustments set forth in the Purchase Agreement (the “Sale”). On June 17, 2026 (the “Closing Date”) the Company completed the Sale. The Sale is intended to support the Company’s ongoing efforts to maximize value for its shareholders. The Company plans to utilize the proceeds of the Sale for general corporate purposes and to fund its capital allocation activities. In the first quarter of 2026, the assets and liabilities of Connectivity were classified as held for sale and the Company determined it met the criteria to present Connectivity as a discontinued operation in accordance with Accounting Standards Codification (“ASC”) 205-20, Discontinued Operations.
The unaudited pro forma condensed consolidated financial information below was prepared in accordance with Article 11 of Regulation S-X. This unaudited pro forma condensed consolidated financial information should be read together with the Company’s historical consolidated financial statements and accompanying notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in its annual report on Form 10-K for the year ended December 31, 2025 and in its quarterly report on Form 10-Q for the three months ended March 31, 2026.
The following unaudited pro forma condensed consolidated financial information has been derived from the Company’s historical consolidated financial statements and gives effect to the Sale and related transactions. The unaudited pro forma Condensed Consolidated Balance Sheet as of March 31, 2026 reflects the Company’s financial position as if the Sale had occurred on March 31, 2026. The unaudited pro forma Condensed Consolidated Statements of Operations for the three months ended March 31, 2026 and for each of the years ended December 31, 2025, 2024, and 2023 reflect Connectivity as a discontinued operation. In addition, the unaudited pro forma Condensed Consolidated Statement of Operations for the three months ended March 31, 2026 and the year ended December 31, 2025 reflects the Company’s results as if the Sale had occurred on January 1, 2025, however, no transaction accounting adjustments were necessary. The unaudited pro forma Condensed Consolidated Balance Sheet as of March 31, 2026 and the unaudited pro forma Condensed Consolidated Statement of Operations for the three months ended March 31, 2026 were derived from the Company’s quarterly report on Form 10-Q for the three months ended March 31, 2026. The unaudited pro forma Condensed Consolidated Statements of Operations for the fiscal years ended December 31, 2025, 2024, and 2023 were derived from the Company’s annual report on Form 10-K for the year ended December 31, 2025.
The information in the “Discontinued Operations” columns was derived from the Company’s consolidated financial statements and related accounting records, and reflects the operating results of and costs to sell Connectivity. Discontinued Operations does not include any allocation of general corporate overhead expense or interest expense of the Company to Connectivity. Discontinued Operations does not reflect what Connectivity’s results of operations would have been on a stand-alone basis and are not necessarily indicative of future results of operations. While classified as held for sale and after the Closing Date, the historical financial results of Connectivity will be reflected in our consolidated financial statements as discontinued operations under U.S. generally accepted accounting principles (“GAAP”) for all periods.
The Company elected not to show any “management adjustments” presenting potential cost savings in the unaudited pro forma condensed consolidated financial information.
The unaudited pro forma condensed consolidated financial information is presented based on information currently available, is intended for informational purposes, is not intended to represent what the Company’s Condensed Consolidated Statements of Operations and Condensed Consolidated Balance Sheet actually would have been had the Sale occurred on the dates indicated above, and does not reflect all actions that may be undertaken by the Company after the disposition of Connectivity. In addition, the “Pro Forma Ziff Davis” columns are not necessarily
indicative of future results, nor do they reflect what the Company’s financial position and results of operations would have been as an independent public company during the periods presented.
ZIFF DAVIS, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AS OF MARCH 31, 2026
(IN THOUSANDS)
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Historical Ziff Davis (as reported) | | Transaction Accounting Adjustments
Note 1 | | | | Notes | | Pro Forma Ziff Davis |
| ASSETS | | | | | | | | | |
| Cash and cash equivalents | $ | 519,718 | | | $ | 1,157,419 | | | | | (A) | | $ | 1,676,699 | |
| | | (438) | | | | | (C) | | |
| Escrow receivable, current | — | | | 12,000 | | | | | (A) | | 12,000 | |
| Accounts receivable, net of allowances | 397,456 | | | — | | | | | | | 397,456 | |
| Prepaid expenses and other current assets | 83,101 | | | — | | | | | | | 83,101 | |
| Current assets - held for sale | 435,223 | | | (435,223) | | | | | (B) | | — | |
| Total current assets | 1,435,498 | | | 733,758 | | | | | | | 2,169,256 | |
| Long-term investments | 100,075 | | | — | | | | | | | 100,075 | |
| Property and equipment, net | 166,924 | | | — | | | | | | | 166,924 | |
| Intangibles, net | 314,134 | | | — | | | | | | | 314,134 | |
| Goodwill | 1,343,817 | | | — | | | | | | | 1,343,817 | |
| Deferred income taxes | 5,419 | | | — | | | | | | | 5,419 | |
| Escrow receivable, noncurrent | — | | | 25,000 | | | | | (A) | | 25,000 | |
| Other assets | 28,418 | | | — | | | | | | | 28,418 | |
| TOTAL ASSETS | $ | 3,394,285 | | | $ | 758,758 | | | | | | | $ | 4,153,043 | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | |
| Accounts payable and accrued expenses | $ | 450,266 | | | 2,565 | | | | | (C) | | $ | 458,953 | |
| | | 6,122 | | | | | (D) | | |
| Income taxes payable, current | 2,706 | | | 181,663 | | | | | (E) | | 193,127 | |
| | | 8,758 | | | | | (F) | | |
| Deferred revenue, current | 132,048 | | | — | | | | | | | 132,048 | |
| Current portion of long-term debt | 148,810 | | | — | | | | | | | 148,810 | |
| Other current liabilities | 15,521 | | | — | | | | | | | 15,521 | |
| Current liabilities - held for sale | 114,365 | | | (114,365) | | | | | (B) | | — | |
| Total current liabilities | 863,716 | | | 84,743 | | | | | | | 948,459 | |
| Long-term debt | 718,257 | | | — | | | | | | | 718,257 | |
| Deferred revenue, noncurrent | 6,105 | | | — | | | | | | | 6,105 | |
| Liability for uncertain tax positions | 20,150 | | | — | | | | | | | 20,150 | |
| Deferred income taxes | 30,157 | | | (8,758) | | | | | (F) | | 21,399 | |
| Other noncurrent liabilities | 34,392 | | | — | | | | | | | 34,392 | |
| TOTAL LIABILITIES | 1,672,777 | | | 75,985 | | | | | | | 1,748,762 | |
| Common stock | 374 | | | — | | | | | | | 374 | |
| Additional paid-in capital | 454,325 | | | — | | | | | | | 454,325 | |
| Retained earnings | 1,332,193 | | | 874,186 | | | | | (B) | | 2,015,591 | |
| | | (3,003) | | | | | (C) | | |
| | | (6,122) | | | | | (D) | | |
| | | (181,663) | | | | | (E) | | |
| Accumulated other comprehensive loss | (65,384) | | | (625) | | | | | (B) | | (66,009) | |
| TOTAL STOCKHOLDERS’ EQUITY | 1,721,508 | | | 682,773 | | | | | | | 2,404,281 | |
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 3,394,285 | | | $ | 758,758 | | | | | | | $ | 4,153,043 | |
ZIFF DAVIS, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2026
(IN THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS)
| | | | | | | | | | | | | |
| Historical Ziff Davis (as reported) | | | | Pro Forma Ziff Davis |
| Total revenues | $ | 267,641 | | | | | $ | 267,641 | |
| Operating costs and expenses: | | | | | |
| Direct costs | 44,317 | | | | | 44,317 | |
| Sales and marketing | 115,233 | | | | | 115,233 | |
| Research, development, and engineering | 13,637 | | | | | 13,637 | |
| General, administrative, and other related costs | 46,644 | | | | | 46,644 | |
| Depreciation and amortization | 44,878 | | | | | 44,878 | |
| | | | | |
| Total operating costs and expenses | 264,709 | | | | | 264,709 | |
| Operating income | 2,932 | | | | | 2,932 | |
| Interest expense, net | (6,896) | | | | | (6,896) | |
| | | | | |
| | | | | |
| | | | | |
| Other income, net | 688 | | | | | 688 | |
| Loss before income tax expense and income from equity method investment | (3,276) | | | | | (3,276) | |
| Income tax expense | (2,637) | | | | | (2,637) | |
| Income from equity method investment, net of tax | 5,138 | | | | | 5,138 | |
| Net loss from continuing operations | (775) | | | | | (775) | |
| | | | | |
| | | | | |
| | | | | |
| Net loss per common share: | | | | | |
| Basic | $ | (0.02) | | | | | $ | (0.02) | |
| Diluted | $ | (0.02) | | | | | $ | (0.02) | |
| Weighted average shares outstanding: | | | | | |
| Basic | 37,597,190 | | | | | 37,597,190 | |
| Diluted | 37,597,190 | | | | | 37,597,190 | |
ZIFF DAVIS, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2025
(IN THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS)
| | | | | | | | | | | | | | | | | |
| Historical Ziff Davis (as reported) | | Discontinued Operations Note 2 | | Pro Forma Ziff Davis |
| Total revenues | $ | 1,451,268 | | | $ | (230,733) | | | $ | 1,220,535 | |
| Operating costs and expenses: | | | | | |
| Direct costs | 206,598 | | | (33,335) | | | 173,263 | |
| Sales and marketing | 543,325 | | | (60,055) | | | 483,270 | |
| Research, development, and engineering | 61,962 | | | (8,230) | | | 53,732 | |
| General, administrative, and other related costs | 210,027 | | | (21,944) | | | 188,083 | |
| Depreciation and amortization | 228,691 | | | (29,022) | | | 199,669 | |
| Goodwill impairment | 17,579 | | | — | | | 17,579 | |
| Total operating costs and expenses | 1,268,182 | | | (152,586) | | | 1,115,596 | |
| Operating income | 183,086 | | | (78,147) | | | 104,939 | |
| Interest expense, net | (25,910) | | | (173) | | | (26,083) | |
| Loss on sale of businesses | (57,988) | | | — | | | (57,988) | |
| Gain on investments, net | 5,018 | | | — | | | 5,018 | |
| Provision for credit losses on investments | (17,566) | | | — | | | (17,566) | |
| Other loss, net | (5,893) | | | 5,359 | | | (534) | |
| Income before income tax expense and loss from equity method investment | 80,747 | | | (72,961) | | | 7,786 | |
| Income tax expense | (25,447) | | | 15,808 | | | (9,639) | |
| Loss from equity method investment, net of tax | (7,946) | | | — | | | (7,946) | |
| Net income (loss) | $ | 47,354 | | | $ | (57,153) | | | $ | (9,799) | |
| | | | | |
| Net income (loss) per common share: | | | | | |
| Basic | $ | 1.16 | | | | | $ | (0.24) | |
| Diluted | $ | 1.15 | | | | | $ | (0.24) | |
| Weighted average shares outstanding: | | | | | |
| Basic | 40,977,183 | | | | | 40,977,183 | |
| Diluted | 41,098,514 | | | | | 40,977,183 | |
ZIFF DAVIS, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2024
(IN THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS)
| | | | | | | | | | | | | | | | | |
| Historical Ziff Davis (as reported) | | Discontinued Operations Note 2 | | Pro Forma Ziff Davis |
| Total revenues | $ | 1,401,688 | | | $ | (213,620) | | | $ | 1,188,068 | |
| Operating costs and expenses: | | | | | |
| Direct costs | 200,323 | | | (28,633) | | | 171,690 | |
| Sales and marketing | 519,694 | | | (53,465) | | | 466,229 | |
| Research, development, and engineering | 67,373 | | | (9,185) | | | 58,188 | |
| General, administrative, and other related costs | 203,461 | | | (7,405) | | | 196,056 | |
| Depreciation and amortization | 211,916 | | | (31,817) | | | 180,099 | |
| Goodwill impairment | 85,273 | | | — | | | 85,273 | |
| Total operating costs and expenses | 1,288,040 | | | (130,505) | | | 1,157,535 | |
| Operating income | 113,648 | | | (83,115) | | | 30,533 | |
| Interest expense, net | (13,988) | | | (241) | | | (14,229) | |
| Loss on sale of businesses | (3,780) | | | — | | | (3,780) | |
| Loss on investments, net | (7,654) | | | — | | | (7,654) | |
| Other income, net | 4,968 | | | (635) | | | 4,333 | |
| Income before income tax expense and income from equity method investment | 93,194 | | | (83,991) | | | 9,203 | |
| Income tax expense | (41,370) | | | 19,138 | | | (22,232) | |
| Income from equity method investment, net of tax | 11,223 | | | — | | | 11,223 | |
| Net income (loss) | $ | 63,047 | | | $ | (64,853) | | | $ | (1,806) | |
| | | | | |
| Net income (loss) per common share: | | | | | |
| Basic | $ | 1.42 | | | | | $ | (0.04) | |
| Diluted | $ | 1.42 | | | | | $ | (0.04) | |
| Weighted average shares outstanding: | | | | | |
| Basic | 44,457,071 | | | | | 44,457,071 | |
| Diluted | 44,519,693 | | | | | 44,457,071 | |
ZIFF DAVIS, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2023
(IN THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS)
| | | | | | | | | | | | | | | | | |
| Historical Ziff Davis (as reported) | | Discontinued Operations Note 2 | | Pro Forma Ziff Davis |
| Total revenues | $ | 1,364,028 | | | $ | (211,518) | | | $ | 1,152,510 | |
| Operating costs and expenses: | | | | | |
| Direct costs | 185,650 | | | (26,153) | | | 159,497 | |
| Sales and marketing | 487,365 | | | (50,844) | | | 436,521 | |
| Research, development, and engineering | 68,860 | | | (12,977) | | | 55,883 | |
| General, administrative, and other related costs | 195,726 | | | (15,236) | | | 180,490 | |
| Depreciation and amortization | 236,966 | | | (31,763) | | | 205,203 | |
| Goodwill impairment | 56,850 | | | — | | | 56,850 | |
| Total operating costs and expenses | 1,231,417 | | | (136,973) | | | 1,094,444 | |
| Operating income | 132,611 | | | (74,545) | | | 58,066 | |
| Interest expense, net | (20,031) | | | (280) | | | (20,311) | |
| Loss on investments, net | (28,138) | | | — | | | (28,138) | |
| Other loss, net | (9,468) | | | 1,143 | | | (8,325) | |
| Income before income tax expense and loss from equity method investment | 74,974 | | | (73,682) | | | 1,292 | |
| Income tax expense | (24,142) | | | 18,198 | | | (5,944) | |
| Loss from equity method investment, net of tax | (9,329) | | | — | | | (9,329) | |
| Net income (loss) | $ | 41,503 | | | $ | (55,484) | | | $ | (13,981) | |
| | | | | |
| Net income (loss) per common share: | | | | | |
| Basic | $ | 0.89 | | | | | $ | (0.30) | |
| Diluted | $ | 0.89 | | | | | $ | (0.30) | |
| Weighted average shares outstanding: | | | | | |
| Basic | 46,400,941 | | | | | 46,400,941 | |
| Diluted | 46,464,261 | | | | | 46,400,941 | |
ZIFF DAVIS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The Company’s unaudited pro forma condensed consolidated balance sheet as of March 31, 2026 and the unaudited pro forma condensed consolidated statements of operations for the three months ended March 31, 2026 and for the years ended December 31, 2025, 2024, and 2023, include the following pro forma adjustments:
Note 1. Transaction Accounting Adjustments:
(A) Estimated cash proceeds in connection with the Sale are as follows (in thousands):
| | | | | |
| Base purchase price | $ | 1,200,000 | |
Purchase price adjustment (i) | 16,147 | |
| Total consideration | 1,216,147 | |
Costs to sell (ii) | (21,728) | |
| Net cash proceeds | 1,194,419 | |
Escrow receivable (iii) | (37,000) | |
| Cash and cash equivalents proceeds | $ | 1,157,419 | |
i.Purchase price adjustment includes items specified in the terms of the Purchase Agreement, including preliminary estimates for closing net working capital, closing cash, closing indebtedness, and closing transaction costs.
ii.Represents the estimated impact of costs associated with the Sale, such as financial advisor success fees, that are not already reflected in historical results.
iii.Amount of proceeds to be held in escrow comprising (a) $12.0 million for working capital adjustments and (b) $25.0 million for indemnifications.
(B) Estimated pre-tax gain on sale, assuming Ziff Davis completed the transaction as of March 31, 2026, is as follows (in thousands):
| | | | | |
| Net cash proceeds | $ | 1,194,419 | |
| Net assets sold | (320,858) | |
| Realized accumulated other comprehensive income: | |
| Foreign currency translation adjustment | 625 | |
| Estimated pre-tax gain on sale | $ | 874,186 | |
| |
| |
For purposes of the unaudited pro forma Condensed Consolidated Balance Sheet, the estimated gain recognized in retained earnings is based on the net carrying value of Connectivity as of March 31, 2026 rather than as of the Closing Date. As a result, the estimated gain reflected herein may differ materially from the actual gain on the Sale as of the Closing Date because of the differences in the carrying value of assets and liabilities at the Closing Date. The pro forma gain on disposal has not been reflected in the unaudited pro forma Condensed Consolidated Statements of Operations as this amount pertains to discontinued operations and does not reflect the impact on income from continuing operations.
(C) Reflects legal, consulting, accounting fees, and other professional services incurred to effect the Sale that are not already reflected in historical results. These items will be expensed as incurred within discontinued operations and therefore have not been reflected in the unaudited pro forma Condensed Consolidated Statements of Operations as this amount does not reflect the impact on income from continuing operations.
(D) In connection with the Sale, the Company will provide incentives to certain Connectivity employees, which include (i) non-recurring cash transaction bonuses and (ii) the conversion of certain unvested equity awards into cash payments equivalent to the closing price of Ziff Davis common stock one full trading day following the Closing Date. The incremental expense and accrued liability for these incentives that is not already reflected in historical results is reflected as a transaction accounting adjustment. These items will be expensed as incurred within discontinued operations and, therefore, have not been
reflected in the unaudited pro forma Condensed Consolidated Statements of Operations as this amount does not reflect the impact on income from continuing operations.
(E) Reflects the estimated income tax impact of the transaction accounting adjustments. The adjustment was calculated by applying the United States federal statutory income tax rate of 21.0%.
(F) Reflects the estimated deferred taxes related to Connectivity subsidiaries that will reverse upon sale.
Note 2. Discontinued Operations:
The unaudited pro forma condensed consolidated statements of operations for the years ended December 31, 2025, 2024, and 2023, reflects the discontinued operations of Connectivity, including the associated assets, liabilities, equity and results of operations, and the non-recurring costs, primarily consisting of professional fees that are directly related to the Sale. Intercompany transactions between the Company and Connectivity that were eliminated in consolidation are excluded from discontinued operations.
